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IPCO INTERNATIONAL LIMITED (Company Registration Number 199202747M)

1. PROPOSED ACQUISITION OF ADDITIONAL 12.5% OF THE ISSUED AND PAID UP

ORDINARY SHARE CAPITAL OF ESA ELECTRONICS PTE LTD (“PROPOSED ACQUISITION”)

2. PROPOSED PLACEMENT TO RAISE CAPITAL TO PARTIALLY SATISFY THE

PURCHASE PRICE FOR THE PROPOSED ACQUISITION (“PROPOSED PLACEMENT”)

1. PROPOSED ACQUISITION A. Introduction

The Board of Directors of Ipco International Limited (the "Company") wishes to announce that the Company has entered into a sale and purchase agreement (“S&P Agreement”) with Aehr Test Systems on 13 April 2011 for the acquisition by the Company of an additional 150,000 ordinary shares (“Sale Shares”) in the capital of ESA Electronics Pte Ltd (“ESA”) at the aggregate consideration of S$1,700,000 (“Purchase Price”) for all of the Sale Shares (or a consideration of approximately S$11.33 for each Sale Share) (“Proposed Acquisition”).

To partially satisfy the Purchase Price, the Company proposes to raise capital in the sum of S$1,450,000 by way of a placement via the issue for cash of 109,700,000 new shares in the capital of the Company. (Please refer to Section 2 below). The Company will make payment of the balance S$250,000 of the Purchase Price in cash from the Company’s existing cash resources and internal sources of funds.

B. Information on ESA

ESA was incorporated in Singapore on 15 April 1992 and has an issued and paid-up share capital of S$1,200,000 divided into 1,200,000 issued and paid-up ordinary shares as at the date of this announcement. As at the date of this announcement, the directors of ESA are Koh William, Quah Su-Ling, Carlson Clark Smith and Goh Hin Calm (alternate to Carlson Clark Smith), and the shareholders of ESA are the Company (68.75%), Chan Wai Yin (6.25%), Koh William (12.5%) and Aehr Test Systems (12.5%). ESA is engaged in the distribution and servicing of semiconductor back-end equipment, design and manufacture of Burn-in/Device-Under-Test boards for semiconductor back-end industries as well as customized electronics turnkey projects. The main product of ESA is the design and manufacture of Burn-in/Device-Under-Test boards for the semiconductor industry. ESA has in-house design and engineering capabilities for both memory and logic Burn-in/Device-under-Test boards. In addition, ESA is the exclusive distributor and service centre for Aehr Test Systems in Southeast Asia. ESA also distributes and services other semiconductor back-end equipment like ESA (Electro-static Discharge) Tester from Japan for semiconductor reliability tests and PCBA In-circuit Testers from the United Kingdom. In turnkey projects, ESA has a strong project team focusing on the development of customized Burn-In systems. In addition to serving as a distributor for several products in Southeast Asia, ESA supplies Burn-In boards to the USA, Japan China, Taiwan, the Philippines, Thailand, Malaysia and Singapore. ESA’s customers include Texas Instruments, Infineon, National Semiconductor, SSMC, TSMC, UTAC, PSC, PTI, FATC and Winbond.

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ESA currently operates from leased premises at Blk 16 Kallang Place #05-10/18, Singapore. The company occupies a floor space of about 1,783.70 square metre. The ESA Group currently has 112 staff. ESA has one subsidiary company, ESA Assembly Pte Ltd (a Singapore company). ESA Assembly Pte Ltd is principally engaged in the business of Burn-in/Device-Under-Test board assembly.

C. Rationale

The investment of the Company in ESA will increase from 68.75% to 81.25% upon the completion of the Proposed Acquisition.

The Company is confident of the prospects for ESA, and the Proposed Acquisition will allow the Company to increase its stake in and control of, ESA.

D. Purchase Price

The Purchase Price is based on arms-length negotiations and was arrived at on a willing buyer and willing seller basis, taking into consideration the audited net tangible asset value per share of ESA of approximately S$13.46 as at 30 April 2010.

Upon completion of the S&P Agreement, the Company shall make cash payment to Aehr Test Systems of the sum of S$1,700,000 in full satisfaction of the Purchase Price. The Company shall pay the sum of S$1,450,000 from the net proceeds of the Proposed Placement (defined below) and the balance sum of S$250,000 from the Company’s existing cash resources and internal sources of funds.

E. Condition Precedent

Completion of the S&P Agreement is conditional upon the successful completion of a private placement exercise by the Company to raise capital via the issue for cash of new shares in the capital of the Company which shall be listed and quoted on the Singapore Exchange Securities Trading Limited (“SGX-ST”) and the net proceeds of such private placement exercise shall be at least S$1,400,000 (“Condition”). If the Condition is not fulfilled on or before the date falling three (3) months after the date of the S&P Agreement, the S&P Agreement shall ipso facto cease and all rights and liabilities of the parties thereunder shall cease and no party shall have any claim against any other party save in respect of any antecedent breach of the S&P Agreement.

F. Net Profits / Value of Assets being Acquired

ESA generated audited consolidated revenue of S$19,128,000, audited consolidated net profit before tax of S$1,945,000, and audited consolidated net profit after tax of S$1,520,000 for its financial year ended 30 April 2010. As at 30 April 2010, ESA had an audited consolidated net tangible asset value of S$16,156,000. As such, the net profit before tax and the net profit after tax attributable to the 12.5% of ESA being acquired is approximately S$243,000 and S$190,000, respectively. Accordingly, the value of the net tangible assets being acquired by the Company pursuant to the Proposed Acquisition is approximately S$2,020,000.

No valuation has been undertaken on ESA by the Company.

G. Financial Effects

The financial effects of the Proposed Acquisition are set out in Section 2(G) below.

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H. Relative Figures under Rule 1006

The relative figures computed on the bases pursuant to Rule 1006(a) to (d) of the SGX-ST Listing Manual in relation to the Proposed Acquisition (based on the audited consolidated financial statements of the Group for financial year ended 30 April 2010) are as follows:-

Relative Figures

Net asset value of assets to be disposed of, compared with the Group's net asset value

Not applicable

Net profits attributable to the assets acquired, compared with the Group's net profits

(1)

3.41%

Aggregate value of consideration given, compared with the Company's market capitalisation

(2)

5.53%

Number of equity securities issued by the Company as consideration for the acquisition, compared with the number of equity securities previously in issue

Not applicable

Notes:- (1) The Group’s net profit for its financial year ended 30 April 2010 was S$7,119,000. The net profit

which is attributable to the 12.5% equity of ESA being acquired is S$243,000. (2) Based on Company’s existing issued ordinary share capital of 2,048,599,986 Shares and the

volume weighted average price (“VWAP”) of the issued ordinary shares in the capital of the Company (“Shares”) on the SGX-ST of S$0.015 on 12 April 2011 (being the market day preceding the date of the S&P Agreement), the Company's market capitalization on 12 April 2011 was approximately S$30.729 million.

On the basis of the relative figures computed on the bases pursuant to Rule 1006(a) to (d) of the SGX-ST Listing Manual, the Proposed Acquisition will constitute a “Discloseable Transaction” of the Company within the meaning of Chapter 10 of the SGX-ST Listing Manual.

I. Interests of Directors and Controlling Shareholders

None of the Directors of the Company has any interest, direct or indirect, in the Proposed Acquisition. As at the date of this Announcement, according to the Register of Substantial Shareholders maintained by the Company, the Company does not have any Substantial Shareholders or Controlling Shareholders, and approximately 96.22% of the issued ordinary shares of the Company is held by the public.

There are no Directors who are proposed to be appointed to the Company in connection with the Proposed Acquisition.

J. Inspection

Copies of the S&P Agreement are available for inspection during normal business hours at the Company’s registered office at 24 Pandan Road, Singapore 609275, for three months from the date of this announcement.

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2. PROPOSED PLACEMENT A. SUBSCRIPTION AGREEMENTS

To partially satisfy the Purchase Price in connection with the Proposed Acquisition, the Company has entered into subscription agreements dated 13 April 2011 ("Subscription Agreements") with the following persons (collectively, the "Placees"), whereby the Placees have agreed to subscribe for the following respective amounts of new ordinary shares in the capital of the Company (“Placement Shares”) (totalling 109,700,000 new Placement Shares) at the issue price of S$0.0135 for each Placement Share (“Issue Price”), subject to and upon the terms of the Subscription Agreements (“Proposed Placement”):- Name of Placee Number of

Placement Shares Subscribed

As a percentage of existing issued

share capital as at the date of this

Announcement(1)

As a percentage of enlarged issued

share capital enlarged issued

share capital of the Company

(2)

Lee Chai Huat 54,850,000 2.68%

2.54%

Neo Kim Hock 54,850,000 2.68%

2.54%

Notes:- (1) Based on existing issued share capital of 2,048,599,986 Shares of the Company (2) Based on enlarged issued share capital of 2,158,299,986 Shares after the placement of 109,700,000

Placement Shares

The Company is undertaking the Proposed Placement to raise funds to partially satisfy the Purchase Price. Upon completion of the S&P Agreement, the Company shall make partial payment of the Purchase Price from the net proceeds of the Proposed Placement. The Proposed Placement will be undertaken by way of a private placement in accordance with Section 272B of the Securities and Futures Act (Cap 289). As such, no prospectus or offer information statement will be issued by the Company in connection with the Proposed Placement.

B. ISSUE PRICE The Issue Price represents a discount of 10.0% to the VWAP of S$0.015 for trades done on Shares of the Company on SGX-ST for the full market day on 13 April 2011 (being the market day on which the Subscription Agreements were signed).

C. AUTHORITY TO ISSUE PLACEMENT SHARES

The Placement Shares will be issued pursuant to the general mandate (“General Mandate”) obtained at the annual general meeting of the Company held on 27 August 2010 (“Date of AGM 2010”) which authorises the Directors to allot and issue new Shares in the capital of the Company in accordance with, and subject to, the provisions of Rule 806 of the Listing Manual of the SGX-ST. The issued share capital of the Company (in terms of number of Shares) as at the Date of AGM 2010 was 1,798,599,986 Shares. Therefore, the share capital base of the Company for the computation of the number of Shares which may be issued pursuant to the General Mandate is 1,798,599,986 Shares. As such, the maximum number of new Shares which may be issued pursuant to the General Mandate is 359,719,997 Shares. As at the date of this Announcement, the Company has utilised the General Mandate obtained on the Date of AGM 2010 for the issue of 250,000,000 new Shares pursuant to the recent share placement exercise of the Company which was completed on 7 January 2011.

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Following from the completion of such share placement exercise, the issued share capital of the Company (in terms of the number of Shares) as at the date of this Announcement is 2,048,599,986 and the balance number of new Shares which may still be issued pursuant to the General Mandate is 109,719,997 Shares When completed, the Proposed Placement will increase the issued and paid up share capital of the Company to 2,158,299,986 Shares. The Placement Shares will represent (i) approximately 5.35% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 5.08% of the enlarged issued share capital of the Company after the issue of the Placement Shares. The Placement Shares when issued and fully paid will rank pari passu in all respects with the existing Shares of the Company.

D. CONDITION PRECEDENT

The Proposed Placement is conditional upon the approval of the SGX-ST for the listing and quotation of the Placement Shares on the SGX-ST. The Company will be making an application to the SGX-ST for the listing and quotation of the Placement Shares on the SGX-ST.

E. INFORMATION ON THE PLACEES The backgrounds of the Placees are as follows:-

Lee Chai Huat Mr Lee Chai Huat is currently self-employed as a freelance consultant in restaurant management. He holds a MBA degree from University of Ballarat, Australia. He has a certificate in Restaurant Management from Shin Hsin University, Taiwan and also attended an Agriculture reporting programme in Manila sponsored by the Asia Foundation.

Neo Kim Hock Mr Neo Kim Hock is the Chairman of the Board of Directors and a member of the Audit, Nominating and Remuneration Committees of Adroit Innovations Limited, a company listed on the Mainboard of the SGX-ST. He is also a director of several companies. He has been practising as a Licensed Land Surveyor in Peninsular Malaysia for more than 20 years. He is also involved in housing developments in Malaysia. Mr Neo graduated with a Bachelor of Applied Science (Surveying) degree from the Royal Melbourne Institute of Technology.

No placement agent has been appointed by the Company in respect of the Proposed Placement. The Placees are introduced to the Company by Ms Quah Su-Ling, the Chief Executive Officer of the Company. No placement commission will be payable in respect of the Proposed Placement. As at the date of the Subscription Agreements, none of the Placees has any interest, direct or indirect, in the Shares of the Company.

Pursuant to the Subscription Agreements, each of the Placees has represented that:- (a) such Placee does not fall within the class of restricted persons to whom placements must not be made by the Company pursuant to Rule 812 of the Listing Manual of the SGX-ST; and (b) the Placee is subscribing for the Placement Shares purely for the purposes of investment.

F. PROCEEDS FROM PROPOSED PLACEMENT AND INTENDED USE

The estimated net proceeds from the Proposed Placement, after deducting estimated expenses pertaining to the Proposed Placement of S$30,950, will be S$1,450,000.

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The net proceeds will be used entirely to partially satisfy the Purchase Price in connection with the Proposed Acquisition.

G. FINANCIAL EFFECTS

For illustration purposes only, the table below sets out the financial effects of the Proposed Placement and Proposed Acquisition based on the following bases and assumptions:-

(i) The audited consolidated financial statements of the Company for the financial year

ended 30 April 2010; and

(ii) The audited consolidated financial statements of ESA for the financial for the financial year ended 30 April 2010; and

(iii) The issued share capital of the Company comprising of 2,048,599,986 Shares as a

result of the completion of the recent share placement exercise of the Company which was announced on 7 January 2011; and

(iv) The financial impact on the Group’s consolidated net tangible assets (“NTA”) per

Share is computed based on the assumption that the Proposed Acquisition was completed on 30 April 2010 and in relation to the Group’s consolidated earnings per Share ("EPS"), computed based on the assumption that the Proposed Acquisition was completed on 1 May 2009. The foregoing financial impact on the NTA and EPS shall be computed taking into account the 250,000,000 new Shares issued by the Company pursuant to its recent share placement exercise referred to in Note (iii) above.

Before the Proposed Acquisition and Proposed Placement

After the Proposed Placement but before the Proposed Acquisition

After the Proposed Placement and Proposed Acquisition

Share Capital

- Issued and paid up share capital (S$’000)

203,379 204,860 204,860

- Number of Shares 2,048,599,986 2,158,299,986 2,158,299,986

NTA (S$’000)

68,868 70,318 68,618

NTA per Share (Singapore cents)

3.36 3.26 3.18

EPS (Singapore cents)(1)

- Basic - Diluted

0.25 0.25

0.23 0.23

0.25 0.25

Earnings attributable to equity holders of the Company (S$’000)

4,712 4,681 5,001(2)

Weighted average number of ordinary shares used to calculate EPS

- Basic - Diluted

1,884,231,704 1,886,731,704

1,993,931,704 1,996,431,704

1,993,931,704 1,996,431,704

Notes: (1) EPS is calculated by dividing the Company’s consolidated net earnings attributable to equity

holders of the Company by the weighted average number of ordinary shares.

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(2) Earnings attributable to equity holders of the Company have changed from S$4.712 million to S$5.001 million after adjusting for estimated expenses of S$31,000 for the Proposed Placement and the write back of S$320,000 as negative goodwill arising from the acquisition of a non-controlling interest pursuant to the Proposed Acquisition.

The financial effects of the Proposed Placement and Proposed Acquisition on the Company are for illustrative purposes only and are, therefore, not indicative of the actual financial performance or position of the Company after the completion of the Proposed Placement and Proposed Acquisition.

H. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

None of the Directors of the Company has any interest, direct or indirect, in the Proposed Placement. As at the date of this Announcement, according to the Register of Substantial Shareholders maintained by the Company, the Company does not have any Substantial Shareholders or Controlling Shareholders, and approximately 96.22% of the issued ordinary shares of the Company is held by the public.

BY ORDER OF THE BOARD Quah Su Ling Chief Executive Officer 13 April 2011